BARNETT INC
8-K, 1997-03-03
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): February 27, 1997



                                  BARNETT INC.
                                  ------------
             (Exact name of registrant as specified in its charter)


       Delaware                        0-21728                    59-1380437
- ----------------------------   -----------------------       -------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
   of incorporation)                                         Identification No.)


            3333 Lenox Ave. Jacksonville, Florida              32254
          ------------------------------------------------------------
          (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (904) 384-6530
       ------------------------------------------------------------------



                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>   2


ITEM 5.           OTHER EVENTS.
                  ------------

                  On February 27, 1997, Barnett Inc. and Waxman Industries, Inc.
jointly issued the press release (the "Press Release") annexed as an exhibit
hereto. The Press Release is incorporated herein by reference.

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.
                  ---------------------------------

                  (c)    Exhibits.
                         --------

                         99.1   Joint Press Release of Barnett Inc. and Waxman 
                                Industries, Inc. dated February 27, 1997.



                                      -2-

<PAGE>   3


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                   BARNETT INC.
                                                   (Registrant)


Dated: February 27, 1997                           By: /s/ Andrea M. Luiga
                                                      -------------------------
                                                      Andrea M. Luiga
                                                      Vice President-Finance
                                                      and Chief Financial 
                                                      Officer

                                       -3-

<PAGE>   4


                                  INDEX TO EXHIBITS


  Exhibit No.                                                      Page No.
  -----------                                                      --------

  99.1     Joint Press Release of Barnett Inc. and 
           Waxman Industries, Inc. dated February 27, 1997





                                      -4-







<PAGE>   1

                                                                    EXHIBIT 99.1

WAXMAN                                                               NYSE: WAX
WAXMAN INDUSTRIES, INC.            NEWS RELEASE



<TABLE>
<CAPTION>
FOR ADDITIONAL INFORMATION, CONTACT:    AT THE COMPANY:                       AT THE FINANCIAL RELATIONS BOARD, INC:
                                        ----------------------------------    -------------------------------------
<S>                                                                           <C>
                                        Armond Waxman, President              Kathleen M. Brunson
                                        216-439-1830                          312-266-7800 (Chicago)

                                        Mark Wester, Vice President-Finance   Regina K. Ryan
                                        216-439-1830                          212-661-8030 (New York)
</TABLE>

FOR IMMEDIATE RELEASE



             WAXMAN INDUSTRIES AND BARNETT INC. ANNOUNCE SECONDARY
             -----------------------------------------------------
                                PUBLIC OFFERING
                                ---------------



         Cleveland, Ohio, February 27, 1997 - Waxman Industries, Inc. (NYSE:WAX)
and its affiliate Barnett Inc. (NASDAQ:BNTT) jointly announced today that
Barnett Inc. filed a registration statement with the Securities and Exchange
Commission with respect to a secondary public offering of an aggregate of 
2,000,000 common shares (2,150,000 if the underwriters' over-allotment option
is exercised in full) of Barnett Inc. Of such shares, 500,000 shares will be
sold by Barnett and 1,500,000 shares (1,650,000 if the underwriters'
over-allotment option is exercised in full) will be sold by Waxman USA Inc., a
wholly owned subsidiary of Waxman Industries. The offering will be co-managed
by William Blair & Company, L.L.C. and Alex. Brown & Sons Incorporated.


         The net proceeds of the Offering to Waxman USA will be used primarily
to reduce indebtedness of Waxman and the net proceeds of the offering to Barnett
will be used to repay short term debt and for general corporate purposes.


<PAGE>   2


         Barnett Inc. is a leading direct marketer and distributer of an
extensive line of plumbing, electrical and hardware products to over 46,000
active customers throughout the United States. Barnett offers approximately
9,700 name brand and private label products through its industry recognized
Barnett(R) catalogs and telesales operation.

         A registration statement relating to the offering of Barnett's common
stock has been filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.


                                      ###





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